Features
Advance Notice Bylaws: 'If It Ain't Broke, Don't Fix It!'
In two recent decisions, the Delaware Court of Chancery found advance notice bylaws to be ineffective in preventing stockholders from nominating alternative director candidates without providing the requisite advance notice, indicating that any ambiguities in these bylaws will be construed against the corporation and in favor of activist stockholders.
Features
In the Courts
Recent rulings of importance to your practice.
Features
Parent Corporations and Their Subsidiaries' Liabilities: Guidelines
In February 2007 the Illinois Supreme Court in a unanimous decision held as a matter of first impression that a parent corporation could be directly liable for its negligence to the estates of two employees of its subsidiary corporation. <i>Forsythe v. Clark USA.</i> The Illinois Court relied extensively on the unanimous 1998 opinion of the U.S. Supreme Court in <i>U S v. Bestfoods.</i> Both courts limited the reach of their opinions by making explicit the common law principle that corporate shareholders are not generally liable for the acts and omissions of their subsidiaries in the absence of active involvement of the parent in those acts or omissions.
Erratum
In last month's issue, the bio note for Darryl Vernon failed to mention that he served as counsel for tenants in Riverside Syndicate, Inc. v. Munroe. We apologize for the omission.…
Bit Parts
Copyright Preemption/Unfair Competition<br>Music Publishing/Contract Interpretation<br>Rights in Band Names and Member Personas/Injunctive Relief<br>Song Copyrights/Fair Use
Health Care Fraud Redux?
At times in the past decade, health care fraud seemed to be the top priority of the DOJ. Although nationally it's now been eclipsed by corporate accountability, the DOJ has focused on health care fraud and abuse in two of the nation's largest federal prosecutors' offices: Los Angeles and Houston. The Central District of California and the Southern District of Texas ' supposedly fraud and abuse hot spots ' are setting up dedicated Medicare Fraud Task Forces based on a model that enjoyed great success in the Southern District of Florida.
Malpractice Suit over The Source Comments Proceeds
A Manhattan federal magistrate judge ruled that a client may proceed with a legal-malpractice claim against a law firm for failing to bring defamation claims on behalf of the client in a highprofile sexual harassment and discrimination case against hip-hop magazine The Source.
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MOST POPULAR STORIES
- Judge Rules Shaquille O'Neal Will Face Securities Lawsuit for Promotion, Sale of NFTsA federal district court in Miami, FL, has ruled that former National Basketball Association star Shaquille O'Neal will have to face a lawsuit over his promotion of unregistered securities in the form of cryptocurrency tokens and that he was a "seller" of these unregistered securities.Read More ›
- Bankruptcy Sales: Finding a Diamond In the RoughThere is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.Read More ›
- Compliance Officers and Law Enforcement: Friends or Foes?<b><i>Part Two of a Two-Part Article</b></i><p>As we saw in Part One, regulators have recently shown a tendency to focus on compliance officers who they deem to have failed to ensure that the compliance and anti-money laundering (AML) programs that they oversee adequately prevented corporate wrongdoing, and there are several indications that regulators will continue to target compliance officers in 2018 in actions focused on Bank Secrecy Act/AML compliance.Read More ›
- Removing Restrictive Covenants In New YorkIn Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?Read More ›
- Artist Challenges Copyright Office Refusal to Register Award-Winning AI-Assisted WorkCopyright law has long struggled to keep pace with advances in technology, and the debate around the copyrightability of AI-assisted works is no exception. At issue is the human authorship requirement: the principle that a work must have a human author to be eligible for copyright protection. While the Copyright Office has previously cited this "bedrock requirement of copyright" to reject registrations, recent decisions have focused on the role of human authorship in the context of AI.Read More ›